RECITAL:
1. The Company owns and operates hockinghills.com and reservationsonline.com.
2. The Owner wishes to list vacation properties on hockinghills.com and use reservationsonline.com as a booking engine for vacation properties in the Hocking Hills Region of Ohio.
3. The parties hereto wish to document the terms of their agreement.

AGREEMENT: NOW, THEREFORE, in consideration of the mutual premises contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Service Fees:
a. Definition of Service Fee. To pay for the cost of operating the Company’s platform, a service fee will be charged to the guest. This service fee is referred to in this Agreement as the “Service Fee”. b. Calculation of Service Fee. The amount of the Service Fee shall be determined based on the manner under which guest confirms a booking: i. If a booking is confirmed online through ReservationsOnline.com, the Service Fee charged to the guest shall be 6% of the booking subtotal (the nightly rate plus any additional guest fees). ii. If a booking is entered manually over the phone, the Service Fee charged to the guest shall be 2% of the booking subtotal (the nightly rate plus any additional guest fees). 1. Owner is encouraged to electronically mail or call previous guests to make them aware that they can book over the phone for a discounted Service Fee as provided in this Paragraph 1bii. 2. Owner is PROHIBITED from publicly posting on any website, social media platform, web log, or advertisement that there is a reduced Service Fee for booking via telephone. iii. The Company Reserves the right to change the structure of how the Service Fee is calculated. Before any implementation of a change pursuant to this paragraph, Company will provide detailed notice to the Owner in writing at least 60 days prior to the effective date of the change. c. Exemptions from Incurrence of Service Fee. The Owner’s personal use of the vacation property will not incur a Service Fee. i. If the Owner blacks out dates for personal use, no Service Fee will be incurred. ii. Any complimentary stay provided by the Owner to a guest will not incur a Service Fee. iii. The exemption from Service Fee pursuant to this Paragraph 1c shall not be used by the Owner as a means to reduce Service Fee for a paying guest. iv. The Company shall have the right to obtain a copy of any reservation or blocked out dates entered into the ReservationsOnline system for a booking through another platform to verify that marked out dates are in compliance with the terms of this Agreement. The Company‘s request for information pursuant to this Paragraph shall be delivered in writing to the email address provided by the Owner. The requested information shall be provided by the Owner within 7 business days of delivery of the written request by the Company.
2. Invoicing and Payment
a. At the conclusion of each calendar month, the Company will invoice the Owner for 97% of the Service Fee collected by the Owner during the calendar month. The 3% reduction in Service Fee is intended to cover the Owner’s cost in credit card processing fees attributable to the Service Fee. b. Invoiced amounts are due and payable upon receipt by Owner. Failure to pay the invoiced amount may result in Owner’s properties being temporarily locked out of Company’s platform until payment has been made. Failure to pay the invoiced amount within 40 calendar days of the invoiced date shall be a breach of this Agreement.
3. Use of ReservationsOnline as the Primary Booking Engine
a. Definition of Primary Booking Engine. As used herein “Primary Booking Engine” means the booking engine directly linked on the Owner’s website and social media platforms. There may be only one Primary Booking Engine, therefore, if there is direct link to more than one booking engine from the Owner’s web presence, ReservationsOnline is not considered the Primary Booking Engine. b. Listing on HockingHIlls.com. If the Owner uses ReservationsOnline as the Primary Booking Engine for a property, the property shall be listed for no fee on HockingHills.com. If the Owner does not use ReservationsOnline as the Primary Booking Engine, a property may still be listed on HockingHills.com, but will be subject to a fee for the listing. c. Featured Property Listings. Feature Property Listings are available to Owners who use ReservationsOnline as the Primary Booking Engine at a base rate which will be calculated based upon the positioning of the Featured Property Listing. Featured Property Listings are available to Owners who do not use ReservationsOnline as the Primary Booking Engine at 4 times the base rate applied to Owners who do use ReservationsOnline as the Primary Booking Engine. d. Exemption from Sign Up Fees. If an Owner uses ReservationOnline as the Primary Booking Engine by June 1, 2020, the Owner will be exempt from any sign up fees that are charged to new owners for use of the Company’s platform.
4. Data Protection Policy
a. The Company has adopted the Data Protection Policy that is attached hereto as Exhibit “A” (the “Policy”) accessible at www.reservationsonline.com/dataprotectionpolicy.html. b. By executing this Agreement, Owner acknowledges the existence of the Data Protection Policy and agrees to be bound by the terms of the Data Protection Policy. c. Subject to the terms of the Data Protection Policy, Owner shall have access to the following information with respect to Owner’s listings on reservationsonline.com: guest name, guest phone number, guest email, guest credit card information, and guest address. Owner shall safeguard the information to which it has access with the utmost level of care, and shall use the information only for legitimate business purposes. d. Owner shall not provide log in credentials to hockinghills.com or reservationsonline.com to any individual or entity except the following Owner affiliates and designated authorized users. e. Upon termination of Owners account with the Company for any reason, Owner’s access to the information enumerated in Paragraph 4b shall be immediately terminated. f. Owner will indemnify, defend and hold Company harmless from and against any and all claims, causes of action, costs, expenses, damages, fines and liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or in any way related to Owner’s violation of the Company’s Data Protection Policy.
5. Termination
a. Owner can terminate this agreement at any time by providing written notice to Company at the address indicated herein. b. Any breach of the terms of this Agreement by Owner shall result in immediate termination of this agreement. In the event of a breach, Company shall send written notice via email correspondence to the email address maintained on file for Owner. c. In the event that this agreement is terminated by either party, Company’s listings shall be removed from hockinghills.com and reservationonline.com.
6. General Provisions
a. Entire Agreement. This Agreement is the exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior understandings and agreements between the parties relating to the subject matter of this Agreement are superseded by this Agreement. b. Authority. Each party has authorized the individuals signing on its behalf to bind it to this Agreement. c. Negotiated Agreement. The parties acknowledge that this Agreement has been mutually negotiated and drafted and agree that any ambiguities will not be construed against either party in the interpretation of this Agreement. d. No Special Relationship. No agency, partnership, joint venture or any other special relationship between the parties is created by this Agreement. Neither party will act or present itself, directly or indirectly, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. e. Choice of Law. This agreement will be governed by the laws of the State of Ohio. Venue for any dispute hereunder shall be proper only in Hocking County, Ohio. f. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
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